SCHEDULE: Searchlight & Abry Offer $5/Share to Take KORE Private

Searchlight Capital Partners and Abry Partners have proposed to acquire all outstanding shares of KORE Group Holdings, Inc. they do not already own for $5.00 per share in cash.

Summary

• Searchlight Capital Partners and Abry Partners have submitted a non-binding offer to acquire all outstanding common stock of KORE Group Holdings, Inc. not currently owned by them for $5.00 per share in cash.
• The offer price represents a significant premium: 61% to the 30-day volume-weighted average price (VWAP), 99% to the 180-day VWAP, and 112% to the 12-month VWAP through October 31, 2025.
• It also represents a 327% premium to the unaffected stock price before Searchlight's December 19, 2024, Schedule 13D/A filing, which indicated a potential offer.
• Searchlight and Abry collectively own 7.3 million shares, representing 36.5% of KORE's outstanding common stock, and Searchlight also holds approximately $200 million in preferred stock.
• The offer is contingent on the recommendation of a special committee of independent directors, advised by independent legal and financial advisors.
• KORE Group Holdings, Inc. completed a 1-for-5 reverse stock split effective July 1, 2024.
• As of August 12, 2025, KORE had 17,493,073 shares of Common Stock outstanding.

Sentiment

Score: 8

Explanation: The filing presents a highly positive development for KORE shareholders, offering a substantial cash premium for their shares. While the company's underlying challenges are noted, the offer provides immediate and significant value, mitigating risks associated with its public market performance and ongoing transformation. The non-binding nature and requirement for Special Committee approval introduce some uncertainty, but the strong premium and existing ownership by the bidders suggest a high likelihood of success.

Positives

• Shareholders are offered immediate liquidity and certainty of value at a significant premium to recent trading prices.
• The $5.00 per share cash offer represents a 61% premium to the 30-day VWAP, 99% to the 180-day VWAP, and 112% to the 12-month VWAP through October 31, 2025.
• The offer is a 327% premium to the unaffected stock price before Searchlight's December 19, 2024, indication of a potential offer.
• The transaction has high deliverability confidence due to Searchlight and Abry's combined 36.5% ownership of common stock and Searchlight's $200 million in preferred stock.
• Existing stockholders (Searchlight and Abry) anticipate little-to-no regulatory approval risk, suggesting a potentially swift closing.

Negatives

• The company is described as being in the middle of an operational and sales transformation, which could imply ongoing challenges.
• KORE faces challenges as a public company, including low float, lack of liquidity, and high leverage.
• Public company status negatively impacts investor sentiment and end-customer perception compared to peers.
• Significant unnecessary expense, distraction, and administrative burden from public quarterly filing requirements and Sarbanes-Oxley compliance for a micro-cap public company.
• Belief that there are no near-to-medium term catalysts to re-rate the stock.
• The more than 300% increase in KORE's stock price relative to the unaffected price is attributed to the prospect of a control transaction, not business fundamentals.
• The offer is non-binding and may be withdrawn or modified at any time, with no assurance of a definitive agreement.

Risks

• The offer is non-binding and may not result in a definitive agreement or consummation of the transaction.
• Searchlight and Abry reserve the right to modify or withdraw the offer at any time.
• The transaction requires recommendation from a special committee of independent directors, which may not be granted.
• The company is undergoing an operational and sales transformation, which carries inherent execution risks.
• KORE's existing challenges include low float, lack of liquidity, and high leverage.

Future Outlook

Searchlight and Abry intend to engage in discussions with KORE's Special Committee and its advisors regarding the non-binding acquisition offer. They expect to finalize a definitive agreement expeditiously, with limited due diligence and minimal regulatory approval risk, aiming to take the company private to facilitate its operational and sales transformation.

Management Comments

• "We believe that $5.00 per share in cash offers the Company's stockholders a highly attractive opportunity to obtain immediate liquidity and certainty of value at a significant premium to the current share price and trading levels over the past 12 months."
• "We firmly believe that our Letter is in the best interests of KORE's stockholders and other stakeholders, including its employees and customers."
• "The Company is in the middle of an operational and sales transformation, which would be best executed as a private company."
• "As a public company, KORE remains challenged with its low float, lack of liquidity and high leverage, which negatively impact public investor sentiment and end-customer perception of KORE as compared to its peers."
• "We believe there is significant unnecessary expense, distraction and administrative burden of public quarterly filing requirements and Sarbanes-Oxley compliance obligations on the company as a micro-cap public company."
• "KORE should not be a public company."
• "We do not believe there are any near-to-medium term catalysts to re-rate the stock."
• "The more than 300% increase in KORE's stock price relative to the unaffected price is based on the prospect of a control transaction and not based on business fundamentals."
• "Abry and Searchlight are longtime investors in KORE and have a long-term, patient perspective to create value at KORE. We are focused on owning the Company and providing management with the privacy, support and capital to complete the operational and sales transformation and make the necessary investment to restart growth."
• "Given our history and knowledge of the Company we believe we can be in position to execute a definitive agreement to acquire the Company expeditiously, and with limited due diligence."
• "We will not move forward with our Letter unless it is recommended to the Company's Board of Directors by such special committee, advised by independent legal and financial advisors."

Industry Context

This proposed take-private transaction for KORE Group Holdings, Inc. reflects a broader trend where private equity firms acquire public companies, particularly micro-cap entities, to facilitate significant operational transformations away from public market scrutiny. The rationale cited, including low float, lack of liquidity, high leverage, and the burden of public company compliance, is common for smaller public companies struggling to gain investor attention or execute long-term strategies under quarterly reporting pressures. The focus on providing 'privacy, support and capital to complete the operational and sales transformation and make the necessary investment to restart growth' aligns with typical private equity strategies for value creation in the IoT and connectivity sectors.

Comparison to Industry Standards

• The filing highlights KORE's challenges with low float, lack of liquidity, and high leverage, which negatively impact public investor sentiment and end-customer perception 'as compared to its peers.'
• While specific comparable companies are not named, this suggests KORE's public market performance and operational structure are below industry benchmarks for similar IoT or connectivity providers.
• The proposed take-private transaction aims to address these issues, aligning KORE more with privately held companies that can prioritize long-term strategic investments over short-term public market pressures, a common strategy for companies undergoing significant restructuring or growth phases in competitive technology sectors.

Corporate Governance

Related Party Transactions

• Searchlight Capital Partners and Abry Partners, as existing significant shareholders (collectively owning 36.5% of common stock and Searchlight holding $200 million in preferred stock), are proposing to acquire the remaining outstanding shares.

Stakeholder Impact

• Shareholders: Will receive a significant cash premium for their shares, offering immediate liquidity and certainty of value.
• Employees: The company's operational and sales transformation is expected to be better executed as a private company, potentially providing more stability and long-term focus.
• Customers: The transition to a private company aims to improve end-customer perception by addressing challenges like low liquidity and high leverage.
• Creditors: The acquisition could lead to changes in the company's capital structure, potentially impacting existing debt arrangements, though not explicitly detailed.

Next Steps

• Discussions between Searchlight/Abry and KORE's Special Committee and their respective representatives.
• Potential engagement with financing sources, stockholders, and other interested parties.
• Special Committee to consider the offer and make a recommendation to KORE's Board of Directors.
• Execution of a definitive agreement, subject to the Special Committee's recommendation.
• Finalization of due diligence.
• Potential consummation of the acquisition transaction.

Key Dates

Recommendation

The proposed cash acquisition of KORE Group Holdings, Inc. at $5.00 per share by Searchlight Capital Partners and Abry Partners represents a substantial premium to recent trading prices (61% to 30-day VWAP, 327% to unaffected price). For investors not currently holding the stock, this presents a strong arbitrage opportunity to buy shares below the offer price and tender them for a guaranteed cash return, assuming the deal closes. For existing shareholders, it's a clear opportunity to realize significant value. The high ownership stake of the bidders (36.5%) and their stated commitment to the transaction, along with the absence of significant regulatory hurdles, suggest a high probability of deal completion, making a 'strong buy' recommendation appropriate for those seeking to capitalize on the announced premium.

Keywords

KORE Group Holdings, Searchlight Capital Partners, Abry Partners, Go Private, Acquisition Offer, Common Stock, Warrants, Schedule 13D, Merger, Private Equity, IoT, Connectivity